ADDITIONAL SENIOR CONVERTIBLE NOTES Clause Samples

ADDITIONAL SENIOR CONVERTIBLE NOTES. Subject to the terms and conditions of this Agreement, Skyworks shall have the right to repay a portion of the aggregate principal amount of Revolving Loans outstanding after the payments provided for in Section 2.1 by issuing additional Senior Convertible Notes as follows: 2.4.1 If at any time the aggregate outstanding principal amount of Revolving Loans is less than $20 million (after giving effect to any repayment provided in Section 2.1) as a result of repayments made in dollars, and Skyworks elects to terminate the entire Commitment and the Financing Agreement, Skyworks shall repay the entire principal amount of Revolving Loans then outstanding and may elect to make such repayment by authorizing, executing, issuing and delivering to Conexant Senior Convertible Notes in an aggregate principal amount equal to the entire principal amount of Revolving Loans then outstanding. 2.4.2 Upon such repayment of principal, issuance of such Senior Convertible Notes, and repayment, in dollars, of all accrued interest and fees and all other amounts due and owing under the Financing Agreement to the date of repayment, the Commitment shall terminate, the Termination Date shall occur, no Loans shall be deemed outstanding under the Financing Agreement, Conexant shall deliver any Revolving Note marked "Paid in Full" and the provisions in Section 9.6 of the Financing Agreement shall apply. 2.4.3 Conexant and Skyworks agree that the exchange contemplated by this Section 2.4 shall be made in a manner that will not require registration under the Securities Act.